Ray Johnson
About Ray Johnson
Ray O. Johnson, age 69, is an independent director of Rigetti Computing (RGTI). He has served on the Rigetti board since March 2022 and previously served on the Legacy Rigetti board from August 2019 until the March 2022 business combination. He holds a B.S. in electrical engineering (Oklahoma State University) and M.S./Ph.D. in electrical engineering (U.S. Air Force Institute of Technology). His background includes senior technology leadership and venture roles, including Operating Partner at Bessemer Venture Partners and prior service as SVP & CTO of Lockheed Martin.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Technology Innovation Institute | Chief Executive Officer | Aug 2021 – May 2024 | Not disclosed |
| Lockheed Martin Corporation | Senior Vice President & Chief Technology Officer | Jul 2006 – Feb 2015 | Not disclosed |
| Modern Technology Solutions, Inc. | Senior Vice President & Chief Operating Officer | Jun 2005 – Jul 2006 | Not disclosed |
| SAIC | Senior Vice President & Business Unit General Manager | Jan 1996 – Jun 2005 | Not disclosed |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Bessemer Venture Partners | Operating Partner | Since Jul 2020 |
| Bessemer Venture Partners | Executive in Residence | Since Jun 2015 |
- Public company directorships: None disclosed for Dr. Johnson in the proxy.
Board Governance
- Independence: The board determined Dr. Johnson is independent under Nasdaq listing standards.
- Committee assignments (FY2024): Compensation Committee member; the committee’s chair is Michael Clifton. Dr. Johnson is not listed on the Audit or Nominating & Corporate Governance committees.
- Attendance and engagement: The board met 6 times in 2024; each director attended at least 75% of applicable board and committee meetings; non-management directors held 4 executive sessions; all directors attended the 2024 annual meeting.
- Classification and nomination: In 2025 the board reclassified Dr. Johnson from Class I to Class III to rebalance classes; he is nominated for election as a Class III director at the June 10, 2025 annual meeting to serve until 2028.
- Board leadership: Independent chair structure (Chairman Thomas J. Iannotti).
- Risk oversight: Audit committee (with a cybersecurity subcommittee) oversees financial and cyber risks; Compensation Committee oversees compensation risk; Nominating & Governance oversees governance and compliance.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual board cash retainer (2024) | $36,000 | Non-Employee Director Compensation Policy (pre-Apr 1, 2025) |
| Compensation Committee member fee (2024) | $5,400 | Non-Employee Director Compensation Policy (pre-Apr 1, 2025) |
| Cash paid to Dr. Johnson (2024) | $41,400 | Total cash compensation received in FY2024 |
| Annual board cash retainer (effective Apr 1, 2025) | $40,000 | Policy updated effective Apr 1, 2025 |
| Compensation Committee member fee (effective Apr 1, 2025) | $7,200 | Policy updated effective Apr 1, 2025 |
Performance Compensation
| Equity Element | Grant/Status | Value/Shares | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (2024) | Granted June 18, 2024 | $140,000 | Vests in full on earlier of next annual meeting or 1-year anniversary, subject to service |
| Outstanding unvested RSUs at 12/31/2024 | As of FY-end | 156,372 shares | Per director outstanding awards table |
| Options outstanding (vested) at 12/31/2024 | As of FY-end | 196,747 shares | Per director outstanding awards table |
| Annual RSU grant (policy effective Apr 1, 2025) | Policy update | $167,500 | Vests by next annual meeting/1-year anniversary, subject to service |
| Change in control (director awards) | Acceleration | N/A | Any unvested director options/RSUs vest immediately prior to CIC, subject to continuous service until immediately prior to CIC |
Note: Director equity awards are time-vested; no performance conditions are disclosed for director equity.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Johnson.
- Interlocks/related parties: The proxy discloses the company’s related-party transaction policy and certain transactions (e.g., Sponsor Support Agreement) but does not identify any related-party transactions involving Dr. Johnson.
Expertise & Qualifications
- Advanced technical education: B.S. in EE (Oklahoma State); M.S./Ph.D. in EE (U.S. Air Force Institute of Technology).
- Deep technology leadership: Former SVP & CTO at Lockheed Martin; senior roles at SAIC and MTSI.
- Venture and innovation leadership: Operating Partner and prior Executive in Residence at Bessemer Venture Partners; prior CEO of Technology Innovation Institute.
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Total beneficial ownership | 485,650 shares (<1% of outstanding) |
| Breakdown | 288,903 common shares + 196,747 options exercisable within 60 days (as of Apr 1, 2025) |
| Unvested RSUs (12/31/2024) | 156,372 shares |
| Shares pledged as collateral | Company policy prohibits pledging of company shares by directors/officers/employees |
| Hedging/shorting | Company policy prohibits hedging, short selling, and derivative transactions related to company stock |
Governance Assessment
- Independence and role: Dr. Johnson is an independent director serving on the Compensation Committee, supporting oversight of executive/director pay; the committee engages independent consultant Compensia and affirmed no conflicts, a governance positive.
- Engagement: Board met 6 times with directors attending ≥75% of meetings; 4 executive sessions of non-management directors; all directors attended the 2024 annual meeting, indicating active engagement.
- Pay structure and alignment: Director pay combines modest cash retainers and annual time-vested RSUs (2024: $140,000), aligning directors with shareholders; retainers and RSU values were increased effective April 1, 2025, reflecting updated market benchmarking.
- Conflicts and red flags: No family relationships; no related-party transactions identified involving Dr. Johnson; robust insider trading policy forbids hedging and pledging. No attendance or pay anomalies disclosed.
- Tenure and continuity: Continuous service since 2019 (Legacy board) and since 2022 (Rigetti board) with reclassification to Class III and nomination for 2025–2028 term, supporting board continuity.